Supplier General Terms and Conditions page

1. DEFINITIONS

1.1 For the purpose of these General Terms and Conditions, the following terms shall have the following meanings:

Agreement means these General Terms and Conditions together with any specific requirements set out in the corresponding Purchase Order and its attachments such as the Request for Proposal, Request for Quotation, and the Special Terms and Conditions.

Applicable Law(s) means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, judgment, or rule of any governmental entity that possesses the force of law including export control and restrictions, anti-bribery and corruption laws, occupational health and safety, fire, employment insurance, privacy legislation, workers’ compensation and environmental protection legislation, building codes, anti-corruption laws or international conventions, that apply now or may apply in the future, and other governmental requirements, labour practices and procedures prescribed by law and related to the Goods and Services. For purposes of clarity, where the goods are delivered or the services are performed in Canada, Applicable Law includes without limitation the Personal Information Protection and Electronic Documents Act (Canada) and the Act respecting the protection of personal information in the private sector (Quebec), and any other provincial or federal labour laws. Where the goods are delivered or the services are performed in the United States, this Agreement shall be governed by and construed in accordance with the laws of the United States, and where applicable, the laws of the state in which the services are performed or the goods are delivered, without regard to any conflict of law principles. The parties agree that any disputes arising out of or related to this Agreement shall be resolved in a court of competent jurisdiction in accordance with the governing law as specified above, unless otherwise mutually agreed in writing. 

Business Day means a day, other than a Saturday, Sunday, or statutory holiday, on which banks are open to transact commercial business in the province or the state in which the Goods and the Services are carried out.

Claim or Claims means, as the case may be, one or more of the following: actions, losses, damages, dues, disbursements, penalties, fines, claims, formal demands, motions, petitions or applications, proceedings, legal hypothecs, charges, obligations imposed by law, liabilities, judgments, decisions, decrees, arbitral awards, taxes of any and all kinds, and any other types of costs or expenses (including reasonable lawyers’ dues and reasonable expenses incurred thereby).

Client means LOGISTEC Marine Service ULC and any affiliates thereof. 

Completion Date means the full and complete performance of the Services and/or delivery of the Goods in accordance with this Agreement.

Confidential Information means all information of a confidential nature, in whatever form and on whatever medium, that the Supplier and the Client obtain from the other pursuant to this Agreement, directly or indirectly, including information concerning the Client or the Supplier, particularly regarding the business, affairs, financial position, assets, operations, activities, prospects, technology or trade secrets of such party, as well as all analysis, assessments, compilations, notes, studies, plans, processes descriptions, source code and information regarding products composition or manufacturing, or other documents that the Client or the Supplier, as the case may be, or their respective Personnel have performed or prepared and that rely on or contain such information.

Deliverables means all documents and materials that have been or are to be conceived, developed and delivered to the Client in the course of the execution of this Agreement or otherwise in connection with each Purchase Order, including without limitation, all drawings, plans, models, designs, specifications, reports, photographs, computer software, surveys, calculations and other data, including computer print outs, in any material form and support whatsoever, prepared, procured or provided by or on behalf of the Supplier.

Fees means the amount determined in accordance with the basis set forth in the applicable Purchase Order by which the Supplier is compensated.

Force Majeure Event means an event or circumstance beyond the reasonable control of a Party to this Agreement that hinders or delays the performance by said Party of its obligations under this Agreement and that, despite reasonable diligence and proper planning, said Party was not or is not able to avoid or overcome. For the purposes of this Agreement, a Force Majeure Event includes, but is not limited to, the acts of governments, fire, explosion, geographic change, flood, earthquake, tide, lightning, war, epidemic or any other unforeseeable, unavoidable and insurmountable event. Any shortage of credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control.

General Terms and Conditions means this document entitled “General Terms and Conditions” and forming part of this Agreement.

Goods means the moveable property to be supplied by the Supplier, as more particularly described in the Purchase Order, and in any other document incorporated into the Purchase Order by reference.

Party or Parties refers to either the Client, the Supplier or both.

Person means a natural person, business corporation, company, legal person, joint venture, unincorporated association, union, partnership (limited or general), limited liability partnership, trust, trustee, executor, governmental authority, judicial administrator or other legal representative, or any other entity, with or without legal status.

Personal Information means information that identifies or could be used to identify, directly or indirectly, a natural person or relates, directly or indirectly, to an identifiable natural person, including “Personal Information” or “Personal Data” as such term are defined under Applicable Law.

Personnel means a Party’s directors, officers, employees, contractual personnel, representatives, advisors, agents, and mandatories, which definition shall also apply mutatis mutandis to a Party’s Affiliates.

Purchase Order means a legal document sent from the Client to the Supplier that authorizes the purchase of specific Goods and/or Services requested by the Client.

Quotation means the solution submitted by the Supplier in response to a Request for Proposal or Request for Quotation by the Client.

Request for Proposal or Request for Quotation means a document issued by the Client requesting a proposal and/or a quotation regarding the supply of Goods or Services by such Supplier.  

Services means the services to be provided by the Supplier, as more particularly described in the Purchase Order, and in any other document incorporated into the Purchase Order by reference.

Site means the location where the Goods are delivered and/or the Services are rendered.

Supplier means the Party to this Agreement supplying the Goods and/or Services.

2. ACCEPTANCE

2.1 Acceptance. Upon receipt of the Purchase Order, the Supplier shipping the Goods and/or commencing performance of the Services, and upon the Supplier so shipping the Goods or so commencing performance of the Services, there shall be a binding contract for the purchase and sale of Goods and/or Services.

3. INTERPRETATION

3.1 Precedence. In the event of conflict or inconsistency between the documents forming part of this Agreement, the following shall have precedence, from first to last:

The Purchase Order;

The Master Agreement on Goods and/or Services These General Terms and Conditions.

3.2 Severability. If any term, covenant, or condition under this Agreement is, to any extent, held to be invalid or unenforceable, then such invalidity or unenforceability shall not affect the remaining terms, covenants, and conditions other than the terms, covenants, and conditions that were deemed invalid or unenforceable, and each remaining term, condition or covenant shall be separately valid and enforceable to the fullest extent permitted by Applicable Law.

4. DELIVERY AND SCOPE

4.1 Delivery. The Supplier acknowledges that the Goods and Services requested by the Client are dependent upon the timely performance of the Supplier, in accordance with the schedule established by the corresponding Purchase Order, and any stated time limits are of the essence under this Agreement.

4.2 Shipping. The Supplier is responsible for the packaging, labeling and delivery of the Goods in accordance with the Purchase Order. The Client must be notified of any delays or delivery problems as soon as possible, and the Supplier must cooperate to find a satisfactory solution.

4.3 Scope. The Supplier acknowledges that it has had adequate discussion and access to information to enable it to provide the Goods and Services in accordance with the requirements of this Agreement.

5. OBLIGATIONS OF SUPPLIER

5.1 Standard of Care. The Goods and Services provided by the Supplier under this Agreement shall be performed in accordance with the applicable Purchase Order and in a manner no less consistent with the degree of care, skill, and diligence normally provided by members of the same profession performing the same or comparable services in respect of projects of a similar nature under similar circumstances.

5.2 Representations and Warranties. The Supplier shall: 

1. provide the Goods and Services in accordance with this Agreement;
2. ensure that it enlists the appropriate Personnel who are experienced and competent in the services required for efficient and expeditious performance of the Services;
3. ensure that the Goods and Services do not infringe, or constitute an infringement or misappropriation of the intellectual property rights of a third party;
4. upon the Client’s written notice, promptly correct, at no additional charge, any Goods and Services that do not comply with the specifications in the corresponding Purchase Order;
5. if applicable, represent and acknowledge to have fully informed itself of the conditions to be encountered at or affecting the Site and to have carefully investigated the Site and applied to that investigation the degree of care and skill that would normally be exercised by an experienced, skilled and prudent supplier and all other conditions that may affect the progress of the Services and declares itself satisfied;
6. obtain and pay for all permits, licences, authorizations and approvals required by Applicable Law and satisfy any other conditions necessary for the execution of the Services and/or supply of Goods as well as be responsible for all labour, materials, supplies, equipment and other incidental expenses necessary for the performance of the Services regardless of whether those costs are specified or not, unless such cost are specifically excluded;
7. when the Services and/or the Goods are provided by the Supplier to the Client in the context of a subcontract entered into by the Client and a third party, ensure compliance with all applicable terms and conditions of such subcontracts. In addition, indemnify, defend and hold harmless the Client against all penalties incurred or damages of any kind arising from the Supplier’s non-compliance with any public contract or subcontract; 
8. undertake to promptly inform the Client of any increase in risk concerning any insurance coverage maintained by the Supplier pursuant to this Agreement;
9. comply in all respects with the provisions of all statutes, ordinances or Applicable Laws applicable to the Goods and Services, and waives any Claim it might suffer due to the application of such provisions to the Client. In addition, indemnify, defend and hold harmless the Client against all penalties incurred or damages of any kind arising from the Supplier’s noncompliance with any such statutes, ordinances or Applicable Laws;
10. ensure that all Goods will be new, complete and of good material and workmanship; free from all defects, including defects in design, manufacture and workmanship; and conform to and be manufactured strictly in accordance with the specifications in the corresponding Purchase Order; and
11. comply with all Applicable Law with respect to occupational health and safety as well as with all safety precautions and programs of the Client.

6. SUPPLIER’S DEFAULT

6.1 Default by Supplier. The occurrence of any one or more events shall constitute a default (each, a “Default”). The Supplier will be in Default if the Supplier:

1. fails to commence performance of the Services on the agreed commencement date, or to deliver the Goods in the agreed delivery date, or suspends the progress or otherwise fails to perform any part thereof within the scheduled delivery dates set out in the corresponding Purchase Order or as otherwise agreed to by the Parties;
2. breaches any Applicable Laws or obligations in any material respect under this Agreement;
3. proceeds to wind up all or most of its assets outside the normal course of its business, permanently ceases all or substantially all of its activities, becomes bankrupt or insolvent, or makes an assignment for the benefit of its creditors in general, or is unable to pay its debts as they become due, or if a receiver, liquidator, official or interim receiver is appointed with respect to its property or part of its property, or commits an act of bankruptcy;
4. fails to promptly correct any Goods and Services rejected by the Client within the time period stated in a written notice to this effect; or
5. directly or indirectly causes termination of the Agreement.

7. CHANGES

7.1 Changes. The Client shall have the right at any time during the term of this Agreement, by notice in writing, to direct the Supplier to make changes in the following: (i) specifications, materials, data incorporated in this Agreement; and (ii) place and time of delivery of the Goods and Services. The Supplier may not alter or vary the scope and contents of the Goods and Services unless directed by the Client in writing.

7.2 Compensation for Changes. If any such change causes an increase or decrease in the costs of or the time required for performance of this Agreement, an equitable adjustment, to be agreed to by the Parties in writing, shall be made in the price, delivery schedule, or both. If the Parties cannot agree to such price or time adjustment within ten (10) Business Days (or such other time as may be then agreeable by the Parties) of the Supplier’s receipt of the Client’s request for a change, the Client may terminate this Agreement.

8. TITLE AND RISK OF LOSS

8.1 Title and Risk of Loss. Except as may be provided in the Purchase Order, title to the Goods supplied by the Supplier shall pass to the Client upon the delivery of the Goods and acceptance thereof by the Client. Until then, the Supplier will assume any and all risk of loss and/or damage to any Goods furnished hereunder.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Intellectual Property Rights. The Client shall retain all property rights on all patents, trademarks, copyrights, industrial property rights or other intellectual property rights, and on the designs, products or processes developed or adapted by the Supplier in the performance of the Services. All Deliverables, including, without limitation, designs, artwork, software, brochures, manuals, products, procedures, drawings, notes, documents, information, materials, discoveries, and inventions made, conceived, or developed by the Supplier which result from or relate to the Services, shall be the sole property of the Client. By signing or performing under this Agreement, the Supplier hereby unconditionally and irrevocably transfers and assigns all right, title, and interest in any intellectual property necessary for the Client to make use of the Services and in doing so waives its own moral rights to such assigned intellectual property and has or will obtain the same from its Personnel.

At the Client’s reasonable request, the Supplier shall provide all necessary assistance to the Client in its efforts to defend and protect its intellectual property rights and interests so as to ensure that the Client receives the full benefit of the Services. Furthermore, the Supplier shall indemnify and hold harmless the Client against any and all Claims of every nature which may be brought or made against the Client as a result of or in connection with any infringement or alleged infringement of the intellectual property rights of a third party with respect to the Services and the use of the Services for their intended purpose.

The Supplier is not licensed or otherwise authorized to use the trademarks, trade names and logos (collectively the “Marks”) of the Client, except where such Marks constitute an inseparable part of any Deliverables in connection with the Services to be delivered by the Supplier hereunder. The full and formal license of use of any Marks by the Supplier, if any, shall be subject to separate license agreements to be entered into by and between the Parties.

10. INSURANCE

10.1 Insurance Coverage. The Supplier represents and warrants that it now carries and shall continue to carry until the Completion Date of this Agreement or the termination date if the termination occurs in accordance with Section 16, whichever comes earlier, and at any time when the Supplier is on Site, with such insurers and under such forms or policies as are acceptable to the Client, insurance with at least the provisions, coverages, and limits stated below. The Supplier acknowledges that if the Purchase Order or Master Agreement on Goods and Services requires higher limits or additional endorsements, such higher limits and additional endorsements shall be required to be provided and evidenced by the Supplier. The Supplier shall carry and continuously maintain the following insurance:

• Commercial General Liability Insurance on an occurrence basis with a combined single limit of at least five million dollars ($5,000,000) per occurrence for bodily injury and property damage (including products and completed work coverage); 
• Professional Liability Insurance (errors and omissions) with coverage of at least two million dollars ($2,000,000) per claim for the duration of this Agreement and for a period of three (3) years thereafter;
• Automobile Liability Insurance with coverage of at least two million dollars ($2,000,000) per occurrence for bodily injury and property damage; and
• Any other insurance that may be required under a Purchase Order, or under any particular conditions agreed to by the Parties.

10.2 Notwithstanding the foregoing, it is the Supplier’s responsibility to assess the risk and ensure adequate insurance is obtained and maintained in order to protect the Client, and any third-party incurring damages or loss as a result of the negligent acts, errors, or omissions of the Supplier or of its Personnel in the performance of the Services. The Supplier will use commercially reasonable efforts to notify the Client of any changes to its insurance coverage.

10.3 The Client shall be listed as additional insured on the Commercial General Liability Insurance policy, and the same policy shall include a provision providing a waiver of subrogation rights that the insurers of the Supplier may have against the Client, the insurers of the Client and the persons under the care and control of the Client. The foregoing requirements do not in any way limit or qualify the liabilities and obligations assumed by the Supplier under this Agreement. Failure on the part of the Supplier to procure or maintain the required insurance shall constitute a material breach of this Agreement upon which the Client may immediately and at its sole discretion stop all payments, terminate, or suspend this Agreement. Failure by the Client to insist upon any requirement in this Section 10 shall not relieve the Supplier of its obligation to fully comply with the requirements set out herein.

10.4 Certificate of Insurance. The Supplier shall provide evidence of the insurance required by Section 10.1 to the Client prior to commencing the Services. Such evidence of insurance shall be provided by way of a certificate of insurance. Such certificate of insurance shall also note that the coverage provided by the insurance policies shall not be cancelled without thirty (30) calendar days’ prior written notice being given to the Client as to same. All policies of insurance shall be written by insurers adequately licensed to carry on the business of insurance in the jurisdiction where the Goods and Services are provided.

10.5 Notice of Insurance Claim. Each Party shall forthwith give to the other Party any and all information relating to events and circumstances that may result in a Claim pursuant to any insurance coverage maintained by the Supplier pursuant to this Agreement.

11. INDEMNIFICATION AND LIABILITY

11.1 Indemnification by the Supplier. The Supplier undertakes to indemnify and hold the Client, its clients and their respective principals, employees, directors, officers, and agents harmless from and against all Claims of every nature and kind whatsoever arising out of the performance or non-performance of the Supplier (or anyone for whom the Supplier is responsible) under or in any way related to this Agreement, and shall include without limitation, Claims which result directly or indirectly from the Supplier’s negligent, reckless, or intentional act or omission, including:

1. damage to or loss or destruction of any property of the Client, its Personnel, clients, or of any third party; ii. personal injury, illness, or death to any Person; or iii. any harm or damage to the environment; or
2. breach of any Applicable Laws of a governmental authority having jurisdiction over the Goods and/or Services; or
3. Services provided, including Deliverables, and the intellectual property rights assigned or licensed to the Client which relates to an actual or alleged infringement of the intellectual property rights of any Person.

11.2 Neither Party shall be liable in contract, tort or otherwise for any special, indirect, consequential, incidental, exemplary, or punitive damages of any nature whatsoever, including loss of profits.

12. INDEPENDENT CONTRACTOR

12.1 Nothing in this Agreement shall be interpreted as creating any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. For clarification purposes, the Supplier shall be and remain throughout the term hereof, an independent contractor.

13. HEALTH AND SAFETY

13.1 Health and Safety. The Supplier shall, at all times, carry out the Services in a safe and diligent manner. Should the Supplier discover any conditions that might cause risk to any Person or property, the Supplier shall promptly inform the Client of such situation and correct such conditions at its own cost and expense. The Supplier is responsible for the health and safety of its Personnel and in doing so shall also maintain a safe working environment for all Persons on Site. The Supplier shall adopt, supervise, and enforce reasonable and adequate safety requirements, including the Site safety rules (if any) and any safety plan or requirements which may be established by the Client. Prior to commencement of the Services, the Supplier will: (i) furnish the Client with proof that the Supplier’s Workers’ Compensation payments and dues have been paid up to date and provide the Client with a copy of all applicable health and safety training records and equipment maintenance records (if applicable), and (ii) review the Client’s health and safety requirements, and promptly notify the Client of any deficiencies, gaps or errors in such plans as they may relate to, or not properly take into account, any health and safety risks, concerns or issues with respect to the Services.

14. FORCE MAJEURE EVENT

14.1 If either Party is prevented from fulfilling its obligations by a Force Majeure Event, the affected Party shall immediately notify the other Party in writing. The Party affected by a Force Majeure Event shall at its own cost take all steps necessary to minimize the impact of the event on the Purchase Order schedule and resume as soon as possible delivery of the Goods and/or performance of the Services.

14.2 If a Party is prevented from performing its obligations as per paragraph 14.1 for a period of more than sixty (60) consecutive calendar days, the Parties shall meet to examine the Force Majeure Event and establish new conditions for Completion of the Goods and Services, or at the option of the Client, terminate the applicable Purchase Order.

15. PAYMENT AND TAXES

15.1 Payment. The Supplier shall submit its invoice together with such information and supporting documentation as may be as requested by the Client, and the Client shall pay the undisputed invoices net forty five (45) calendar days after receipt of the Supplier invoice. If the Client determines that an invoice contains amounts that, in its estimation, it does not owe to the Supplier, the Client shall be entitled to withhold the amount of Fees in dispute.

15.2 Delay in Invoicing. The Supplier may not invoice the Client for the Goods and Services more than a hundred and twenty (120) calendar days following the date on which the Supplier’s right to invoice the Client arose, regardless of the invoice date. The Supplier acknowledges that this Section 15.2 is intended only to address exceptional and inadvertent failures by the Supplier to invoice the Client on a timely basis and that this Section 15.2 does not authorize the Supplier to deliberately delay invoicing. The Client will have no obligation to pay any amount invoiced if the invoice was submitted more than a hundred and twenty (120) calendar days following the date on which the Supplier’s right to invoice the Client arose, regardless of the invoice date.

15.3 Withholding and Set-Off Right. The Client shall have the right to withhold the whole or parts of any payment due to the Supplier which, in the reasonable opinion of the Client, is necessary in cases where legal proceedings and/or Claims are instituted or made against the Client, or the Supplier, due to the deliveries of the Goods and/or the execution of the Services or in the event that the Supplier fails to pay its employees, consultants, subcontractors or any taxes, duties, charges, or premiums.

15.4 Sales and Uses of Tax. Except as may be provided in the Purchase Order, and as applicable the Supplier shall be liable for and:

In Canada:

Remit to the appropriate taxing authority all federal or provincial sales taxes (GST/HST/PST) and all other taxes, dues, customs duties, if any, properly payable upon and in connection with the Goods and Services. Where Incoterms apply, the allocation of tax-related obligations shall be determined in accordance with the specified Incoterm in the Purchase Order.

In the United States:

Pay to the appropriate taxing authority all state and county sales and uses taxes and all other taxes, dues, customs duties, if any, properly payable upon and in connection with the Goods and Services. Where Incoterms apply, the allocation of taxrelated obligations shall be determined in accordance with the specified Incoterm in the Purchase Order.

16. SUSPENSION OR TERMINATION

16.1 Expiry or Termination. This Agreement shall terminate at the earlier of the following dates:

1. the Completion Date; or
2. the termination date if the termination occurs in accordance with this Section 16.

16.2 Termination by the Client. In the event of a Default by the Supplier under this Agreement, the Client shall notify the Supplier in writing that the failure must be remedied. If the Supplier fails to remedy the Default within seven (7) calendar days of receipt of such written notice, the Client may terminate this Agreement by sending a new notice to that effect. Upon such termination, the Client may, without prejudice to all its other remedies, take possession of the Goods and any Deliverables, whether completed or in progress, and have any outstanding obligations completed by a third party. The Client shall be entitled to damages covering all additional costs, including but not limited to, any amount in excess of those which would have been due to the Supplier had performance been properly completed, as well as damages and losses incurred by the Client due to the termination of this Agreement. The Supplier shall have no Claim against the Client due to such termination.

16.3 Termination for Convenience. The Client has the right, at its sole discretion, to terminate this Agreement in whole or part without cause at any time upon ten (10) Business Days written notice to the Supplier. Upon receipt of such notice, the Supplier shall immediately stop all progress of the Services unless otherwise directed by the Client. In case of such termination, the Client shall pay the Supplier the portion of the Fees due to the Supplier which are undisputed for the Goods and Services effectively completed up to the date of termination. The Supplier shall have no further Claim for compensation due to such termination, including without limitation loss of anticipated profits.

16.4 Suspension. The Supplier shall not suspend the performance or otherwise fail to maintain the timely progress of the Goods and Services. The Client reserves the right to suspend all or any portion of the Services upon written notice to the Supplier. Immediately upon receipt of such notice, the Supplier shall suspend delivery of the Goods and performance of the Services as directed by the Client until such time as the Client issues written direction to resume. In case of suspension, payment for the Goods and Services shall be delayed accordingly. The Supplier shall also take such additional actions as may be directed by the Client to protect the Goods and/or Services during the period of such suspension. 

17. LIENS

17.1 The Supplier shall at all times promptly pay for all services, materials, equipment and labour used or furnished by the Supplier in the performance of the Services and shall, to the fullest extent permitted by Applicable Law, at its expense, keep the premises and property of the Client free and clear of any and all of the liens and rights of lien arising out of the Goods and Services, and any materials, labour, and equipment furnished by the Supplier under this Agreement. Notwithstanding the foregoing, this provision shall not operate to deprive the Supplier of its statutory lien rights in the event of non-payment by the Client. Further and without limiting the generality of the foregoing, payment by the Client of all invoices shall be subject to all statutory holdback provisions in the jurisdiction where the Services are performed.

18. CONFIDENTIALITY

18.1 Nondisclosure. Any Confidential Information including any data, materials, records, samples, business, financial, marketing, technical, scientific, operational or other information which, at the time of disclosure, is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the Parties, exercising reasonable business judgment, to be confidential, and disclosed by the Client to the Supplier shall be held by the Supplier in strict confidence and shall only be disclosed to the Personnel of the Supplier who are actively involved in supplying the Goods and Services and only to the extent strictly necessary. The Supplier shall at all times use the same care it uses to safeguard and avoid disclosure of the Confidential Information as it employs with its own similar information, and no less than reasonable care. The Supplier will not at any time, directly or indirectly, disclose to third parties (including, but not limited to, any of its subcontractors or agents of any tier) the Confidential Information or any information produced, developed, or obtained by the Supplier in connection with its performance under this Agreement without the prior written consent of the Client. The Supplier will inform its Personnel to whom the Confidential Information is disseminated of its confidential nature and cause its Personnel to abide by the terms of this Section 18. If requested by the Client, the Supplier will take any reasonable technical measures specified by the Client to safeguard Confidential Information and will require its Personnel to execute a supplemental non-disclosure agreement in a form approved by the Client. The Supplier shall be responsible for any breach of this Section 18 by any of its Personnel; any breach of the confidentiality provisions in this Section 18 by the Supplier’s Personnel shall be deemed a breach by the Supplier, with the Supplier being liable with respect to such breach as if the Supplier had itself breached this Section 18. The Supplier shall notify immediately the Client of any breach or suspected breach of this Section 18 by his Personnel and collaborate with the Client to limit the extent of such breach. 

The Supplier acknowledges that in the event of a breach of the confidentiality obligations herein, the Client would suffer irreparable harm for which remedies at law, including damages, would be inadequate and therefore will be entitled to seek equitable relief by injunction, in addition to any and all rights and remedies available to it at law and in equity. 

The confidentiality obligations set out herein will survive the expiration or termination of this Agreement for a period of five (5) years, except for trade secrets for which confidentiality obligations shall survive without limit of time until such information becomes available to the public through no fault of the Supplier.

Supplier acknowledges that lists of Client’s business partners, suppliers or clients, and Confidential Information pertaining to the technology of the Client, including plans, processes descriptions, source code and information regarding products composition or manufacturing, are deemed trade secrets of the Client.  

19. PRIVACY

19.1 Privacy. The Supplier will comply at all times with the requirements of any Applicable Laws relating to privacy in connection with the Supplier’s performance of its obligations hereunder, for the duration of this Agreement. The Supplier will not be granted access to any Personal Information from Client’s systems.  The Supplier should immediately advise Client if any Personal Information is discovered in any data, communications, materials or information provided to Supplier by the Client during the course of this Agreement. 

20. BUSINESS ETHICS

20.1 Business Ethics and Anti-Bribery. The Supplier shall adhere to all Applicable Laws, industry standards and principle of ethics and business conduct with respect to the Goods and Services, including, without limitation, any anti-bribery legislation and any business standards or policies of the Client. The Supplier shall release, defend, indemnify, and hold harmless the Client from all Claims brought against the Client in connection with or as a result of the Supplier’s failure to comply with any anti-bribery legislation or convention, as may apply now or in the future, including, without limitation, the Canadian Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act. The Supplier shall immediately report to the Client any breach of anti-bribery legislation by the Supplier. The Supplier represents that, in connection with this Agreement, neither it nor any of its Personnel, has received nor will receive, directly or indirectly, from any party, any payment or transfer that would violate the Applicable Laws of the country in which it is made or other applicable anticorruption legislation. It is the intent of the Parties that no payments or transfers of value will be made that have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, collusion or other unlawful or improper means of obtaining business. 

20.2 The Supplier declares that it complies with all Applicable Laws relating to export control and restrictions, anti-bribery and corruption, human rights and employment in the jurisdictions in which they work. This includes complying with the principles found in   the Canadian Fighting Against Forced Labour and Child Labour in Supply Chains Act.   In addition, the Supplier has endeavored to provide a robust means of ensuring that the subcontractors in their supply chain also comply.

20.3 Code of Ethics and Business Conduct. The Supplier shall comply with the Client’s Code of Ethics and Business Conduct which is available at (https://www.logistec.com/wp-content/uploads/2024/02/code-of-ethics-and-business-conducten2023-clean-240130.pdf), and which shall form an integral part hereof as if recited herein at length.

20.4 The Supplier shall execute confirmations reflecting compliance with this section and participate in compliance audits as the Client shall from time-to-time reasonably request, and this covenant shall survive termination of this Agreement. 

21. DISPUTE RESOLUTION

21.1 Negotiations. In the event of a dispute between the Parties regarding this Agreement, the Parties shall use all reasonable efforts to resolve the dispute amicably. The Parties agree to openly disclose all relevant information and provide all relevant documents within the prescribed time periods without prejudice to the rights and remedies available to them.

21.2 Unresolved Dispute. If, after negotiations, a dispute remains unresolved, either Party may bring it before the courts or, by mutual written agreement, refer it to another dispute resolution process, including mediation or binding arbitration.

22. NOTICES

22.1 Notices. Notices shall be given in writing at the Party’s address indicated in the corresponding Purchase Order. Notices may be delivered in person, by courier, or by electronic mail. Any notice delivered pursuant to this Section 22 shall be deemed to have been delivered on the date of its receipt, unless such notice is received after 5:00 p.m. (local time) or on a non-Business Day, in which event the notice shall be deemed received on the next Business Day.

23. SURVIVAL OF PROVISIONS

23.1 Survival of Provisions. In addition to the provisions of this Agreement that, by their very nature, shall continue in full force and effect after the termination or expiry of this Agreement, the following sections shall continue in full force and effect after the termination or expiry of this Agreement: Section 5 Obligations of Supplier, Section 8 Title and Risk of Loss, Section 9 Intellectual Property Rights, Section 10 Insurance, Section 11 Liability and Indemnification, Section 15 Payment and Taxes, Section 17 Liens, Section 18 Confidentiality, Section 19 Privacy, Section 20 Business Ethics, Section 21 Dispute Resolution, Section 24 Governing Laws, and Section 25 General Provisions.

24. GOVERNING LAWS

24.1 Governing Laws and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the province or the state in which the Goods and Services are carried out. The Parties agree, subject to Section 21 Dispute Resolution, to accept and attorn to the exclusive jurisdiction of the courts of the province or state in which the Goods and Services are carried out.

24.2 Venue. The Parties hereby waive any objection based on the venue or the doctrine of forum non conveniens in respect of Claims resulting from this Agreement or in any way associated with or related to the Supplier’s and the Client’s business in respect to this Agreement or related operations, whether they exist on the date hereof or arise thereafter and whether they arise out of contractual, tort or civil liability or out of the application of any other legal system or specific law.

25. GENERAL PROVISIONS

25.1 Legally Binding Agreement. If a Services Agreement is entered into between the Client and the Supplier, it shall constitute the sole legally binding agreement binding them with respect to the Goods and Services. If the Client and the Supplier do not enter into a Services Agreement, then the Parties agree to be bound by the terms established in the Purchase Order, which, in such an event, shall be the sole legally binding agreement binding them with respect to the Goods and Services.

25.2 Record Keeping. During the term of this Agreement and for a period of five (5) years thereafter, the Supplier shall keep complete and accurate records of, and supporting documentation for, the amounts billed to, payments made, out-of-pocket costs and expenses directly related to the Goods and Services. In any event, the Supplier shall provide the Client, at the Client’s request, with paper and electronic copies of documents and information reasonably necessary to verify the Supplier’s compliance with this Agreement. The Client shall have access to such records for audit purposes upon reasonable notice during normal business hours for the period during which the Supplier is required to maintain such records.

25.3 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld. Notwithstanding the foregoing, the Client may assign this Agreement, without the Supplier’s consent, to any of its Affiliates or to a third party that amalgamates with the Client or acquires all or substantially all of the Client’s assets. Subject to the foregoing, this Agreement shall be binding upon, and ensure to the benefit of, the Parties and their respective successors and, as regards the Client, its assigns.

25.4 Exclusivity. The Client may, without restriction, purchase other goods and hire other Suppliers to perform the same or different services for the Client concurrently with the term of any Purchase Order.

25.5 Publicity. The Supplier shall not use the Client’s Marks in any news release, publication, public statement, or announcement in connection with any sale, offer for sale, advertisement or promotion of any services, product, or company (including the Supplier’s), except with the prior written consent of the Client.

25.6 Entire Agreement. Subject to the provisions of Subsection 25.1 hereof and unless the Parties agree otherwise, this Agreement constitutes the entire agreement between the Parties and hereby cancels and replaces all previous agreements between the Parties in respect of the Goods and Services.

25.7 Changes. No change made to this Agreement shall be binding upon the Client and the Supplier unless it is made in writing and executed by the authorized representatives of the Parties. 

25.8 No Waiver. Any failure by any Party to demand compliance with any term, condition, or directive or to exercise any right or privilege granted to it in the event of breach or default shall not constitute a waiver of such term, condition, right or privilege.

25.9. Language. In the case where the Services or Goods are provided by a Supplier in the province of Québec in Canada, the parties confirm their express wish that this Agreement be drawn up in English and that the French version was presented before the parties elected to use the English version. Les parties confirment leur volonté expresse que le présent contrat ainsi que les documents s’y rattachant soient rédigés en anglais et que la version française a été présentée avant que la version anglaise n’ait été choisie par les parties. 

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